These Terms and Conditions supplement the Standard Services Agreement you signed with CRM GrowCRM, LLC (the “Agreement”), and govern use of the CRM GrowService (as defined below) to be used by Client for campaign management and reporting, including associated materials, and written documentation (collectively referred to as “Service(s)” or “CRM GrowService(s)”). Capitlaized terms used but not defined herein shall have the meaning provided in the Agreement. The CRM GrowService is owned, operated, and provided to you by CRM Grow, LLC (“CRM Grow“) through the web site located at www.crmgrow.com (“Site”). “Services” also includes any technical support or development services provided by CRM Growunder these Terms and Conditions as well as any additional services that Client elects to receive by completing the applicable exhibit to the Agreement. Each party agrees that any of its representatives, employees, or any person or entity acting on its behalf with respect to the provision of or use of the Services, shall be bound by, and shall abide by, the Agreement. You further agree that you are bound by the Agreement, whether you are acting on your own behalf or on behalf of a third party. Client agrees to provide true, accurate, current and complete information in all material respects related to Services; and (b) agrees to maintain and update this information to keep it true, accurate, current and complete in all material respects. If any information provided by Client is untrue, inaccurate, not current or incomplete in any material respect, CRM Growhas the right to terminate Client‟s account and refuse to provide Client any and all current or future use of the Services.
CLIENT POLICY REQUIREMENTS. Client must meet the requirements listed below when conducting business related to use of the Services and when using the Services (all such requirements are the “Client Policy Requirements‟;
Client is solely responsible for its compliance with the Client Policy Requirements. Client shall comply with the CAN-SPAM Act when sending CRM Grow URLs to Client‟s subscribers or, if Client is sending order confirmation or shipping confirmation emails, then Client must comply with the CAN-SPAM Act when sending such emails with CRM Grow referenced in the email.
If Client‟s domain is listed on SpamHaus, and SpamHaus will not remove Client‟s domain, CRM Grow will take appropriate steps to assist Client in finding a resolution. If a resolution cannot be found by the parties, Client must be removed from CRM Grow‟s IP space within 2 weeks from the date that written notice is provided to Client by CRM Grow. If Client does not remove itself from CRM Grow‟s IP space within such 2-week time period, then CRM Grow reserves the right to terminate the Agreement (and Client‟s use of the Site and/or the Services) immediately, without liability to CRM Grow.
RIGHTS OF SERVICE CRM Grow hereby grants Client a non-exclusive right to use the Services in accordance with and subject to the terms of the Agreement. Client may not: (a) modify, translate, or create derivative works based on the Services, or permit other individuals to do so on its behalf; (b) rent, lease, transfer or otherwise transfer rights to the Services; (c) use a single account for multiple business entities, unless specifically authorized by CRM Grow in writing; (d) provide third parties with access to Client‟s account, except for third parties specifically authorized by CRM Grow; and/or (e) reverse engineer or disassemble the Services or any software used to provide or support such Services.
PROVISION OF SERVICES
CRM Grow reserves the right to and Client consents to CRM Grow‟s right to alter or suspend the Services provided through the Site at any time in order to correct errors, perform maintenance, update features, comply with applicable laws and regulations and/or discontinue any features that may cause harm to CRM Grow, Client or third parties. Client acknowledges and consents to CRM Grow using third party service providers to provide support and services necessary for Services to be provided such as, by example only and without limitation, having Client Data stored on servers not owned by CRM Grow or through services provided by third parties. CRM Grow may wish to or may be required to provide certain content, notices and/or license terms to Client and Client acknowledges that Client can access such content, notices and/or license terms at the URL designated via the Services (“Notices Site”) and Client consents to receiving any content, notices and/or license terms that CRM Growis required to provide to Client via the Notices Site. CRM Grow has and will continue to be PCI compliant and agrees to comply with all applicable state and federal laws and regulations (including those relating to privacy and data security), with regards to its use, access and storage of Client Data.
For purposes of these Terms and Conditions, “Client Data” shall mean all content, data and information specifically input by Client via use of the Services.
INTELLECTUAL PROPERTY. Client represents and warrants to CRM Grow that it owns and has all rights necessary to provide Client Data to CRM Grow as part of using the Services. CRM Grow shall acquire no ownership right, title or interest in Client Data under the Agreement. All intellectual property rights in copyrightable data produced as a result of the processing and use of Client Data via the Services (the “IP Rights”) shall be the sole and exclusive property of Client. Notwithstanding anything set forth herein, Client shall not, as a result of the Agreement, acquire any property or other right, claim or interest, including any patent right or copyright interest in any data, information or technology which is proprietary to or has been licensed to CRM Grow which is used to deliver the Services or other technology used to deliver the Services, or any of the information, systems, processors, equipment, computer software, derivative works, service marks or trademarks of CRM Grow, whether created before, during or after the performance of the Agreement. Client shall not reverse engineer, decompile, disassemble or otherwise attempt to determine the source code for computer programs or other trade secrets related to the Services.
FEES AND PAYMENT.
REPRESENTATIONS AND WARRANTIES.
CRM Grow– Warranty of Authority. CRM Grow represents and warrants that it has full power and authority to enter into the Agreement, and that the Agreement has been duly authorized, executed, and delivered by CRM Grow and constitutes a valid, binding, and legally enforceable agreement of CRM Grow.
Representations and Warranties of Client. Client hereto represents and warrants to CRM Grow(i) that it has sufficient authority to enter into the Agreement; (ii) that it will perform its rights, duties and obligations under the Agreement and at all times be in compliance with all applicable federal, state and local laws, rules and regulations; (iii) that it shall not be in violation of any obligation, contract or agreement by entering into the Agreement, by performing its obligations under the Agreement, or by authorizing and permitting CRM Grow to perform the Services hereunder; (iv) that it shall comply with all of the terms and conditions of the Agreement; (v) that all information provided by Client to CRM Grow is truthful, accurate, and complete, and is not misleading in any material respect and (vi) that all Client Data is free of viruses, adware, spyware, worms or other malicious code.
Each party hereto (“Indemnifying Party”) agrees to indemnify, defend and h old the other party and its members, managers, officers, directors, employees, agents, representatives and permitted successors and assigns (collectively, the “Indemnified Party”) harmless from and against all cost s, losses, damages, liabilities and expenses imposed, incurred, or attributable to any claim, proceeding or action (a “Claim”) made by a third party arising out of any breach of any representation, warranty or covenant contained herein by the Indemnifying Party.
The conditions for the indemnity set forth in paragraph (a) above are that (i) the Indemnified Party must notify the Indemnifying Party in writing promptly upon notice of the Claim; (ii) the Indemnifying Party will be permitted, through counsel mutually acceptable to the Indemnified Party and the Indemnifying Party, to answer and defend such Claim; and (iii) the Indemnified Party must provide the Indemnifying Party information and reasonable assistance at the Indemnifying Party‟s expense to help the Indemnifying Party to defend such Claim.
The Indemnifying Party may, upon written notice of any Claims to the Indemnified Party, undertake to conduct all proceedings or negotiations in connection therewith, assume the defense thereof, and if it so undertakes, it also must undertake all other required steps or proceedings to settle or defend any such Claim, including, without limitation, the employment of counsel which must be reasonably satisfactory to the Indemnified Party, and payment of all expenses. The Indemnified Party will have the right to employ separate counsel and participate in the defense of any Claim at its expense. The Indemnifying Party must reimburse the Indemnified Party upon demand for any payments made or loss suffered by it at any time after the date hereof, based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims in respect to any damages related to any Claim. The Indemnifying Party may not settle any Claim on the Indemnified Party‟s behalf without first obtaining the Indemnified Party‟s written permission, which permission will not be unreasonably withheld, conditioned or delayed. In the event that the Indemnifying Party and the Indemnified Party agree to settle a Claim, each Party agrees not to publicize the settlement without first obtaining the other party‟s written permission.
Any provision herein to the contrary notwithstanding, CRM Grow‟s total cumulative liability under the Agreement, including this Section 7, regardless of the form of action, will not exceed an amount equal to all amounts actually received by CRM Grow from Client during the twelve (12) month period immediately preceding the occurrence of any Claim.
TERM. The initial term period of the Agreement is set forth in the Agreement, and the Agreement shall automatically renew on a month-to-month basis thereafter until terminated in accordance with Section 9.
Your Right to Terminate
CRM Grow's Right to Terminate
Effect of Termination. Upon termination of the Agreement, Client will no longer be able to access its account. However, at the request of Client, 60-day access to recoup Client Data will be granted. Regardless of which party terminates the Agreement, Client will be responsible for all charges incurred up to and through the date of termination. However, if Client terminates the Agreement, payment obligations during the remainder of any unexpired initial term or renewal term will be immediately due in full. Upon any termination of the Agreement, CRM Grow reserves the right to delete any and all information in Client‟s account, at CRM Grow‟s discretion at any time after the date that is sixty (60) days after the termination of the Agreement; provided that CRM Grow if requested by Client, must return to Client any such information during such sixty (60) day period, at Client‟s expense, in a format reasonably determined by Lime Light.
Trial Service Period. If Client‟s use of the Services is through a free trial, all access to Services shall terminate and all data created during the free trial shall no longer be available at the conclusion of the free trial period unless Client enters into a standard license agreement with CRM Grow for Services prior to the conclusion of the free trial period.
MARKETING. . CRM Grow is granted with Client authorization a non-exclusive license to use, reproduce, publicly and digitally display and perform, transmit and broadcast Client‟s name, logos, trademarks, trade names, service marks, URLs and slogans to advertise, market, promote and publicize the Services, including the inclusion of Client in CRM Grow‟s marketing materials and on CRM Grow‟s “clients and testimonial page”.
NO SPAM POLICY. CRM Grow will not tolerate the sending of unsolicited email messages in violation of the CANSPAM Act. Client will be found in violation of this policy if Client sends unsolicited mailings in violation of the CAN-SPAM Act using any portion/feature of the Services, or if Client knowingly sends unsolicited mailings. Violation of this policy is grounds for immediate termination of the Agreement and refusal of future use of the Services. Each party agrees to perform its rights, duties and obligations under the Agreement in compliance with all federal, state and local laws, rules and regulations.
SERVICE LEVEL AGREEMENT
Data Storage. The Services and Client Data will be hosted on servers owned, leased or designated by CRM Grow or the servers owned, leased or designated by CRM Grow service providers, unless otherwise agreed by the parties. In the event that Client experiences any unscheduled interruption lasting more than one hour to the inbound data capture feature of the Service more than 2 times during the term of the Agreement, then Client may in its sole discretion provide 3 days‟ notice to CRM Grow any time following the third such interruption to terminate the Agreement without any cost or liability, provided that all fees up until the date of termination will be paid by Client.
Client Data. Subject to Section 13.d below, CRM Grow shall not disclose Client Data to any third party unless (x) directed by you, or (y) such disclosure is made by CRM Grow in response to an order by a court or other governmental body, provided that, if permitted by law, CRM Grow provides you prompt notice of such impending disclosure to permit you to seek confidential treatment thereof, or (z) such disclosure is in aggregate in non- personally identifiable form. Upon Client‟s request, Client is entitled to, and CRM Grow will provide Client, at Client‟s expense, all Client Data, in a format reasonably determined by Lime Light.
CRM Grow's Data. Client Data specifically does not include any information and/or campaign methodologies generated by the CRM Grow system, regardless of whether or not the information or campaign methodology was generated as a result of Client‟s use of the CRM Grow system. All data regarding or resulting from use of the Services that is not Client Data belongs to CRM Grow(collectively “CRM Grow‟s Data”). Client agrees that CRM Grow owns all rights in CRM Grow„s Data.
Use of Client Data. Notwithstanding anything to the contrary, Client grants CRM Grow the limited, perpetual, irrevocable right to use, process, distribute, reproduce and modify Client Data so long as such Client Data, if displayed or distributed, is displayed or distributed in an aggregated, non-personally identifiable form and Client agrees that any data resulting from the exercise of such rights by CRM Grow that is not Client Data is CRM Grow‟s Data.
CRM GROWDOES NOT WARRANT THAT CLIENT’S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ALL CONTENT OR INFORMATION SUBMITTED BY CLIENT WILL REMAIN AVAILABLE AT ALL TIMES OR WILL NEVER BE DELETED, CORRUPTED OR OTHERWISE UNAVAILABLE. CLIENT ACKNOWLEDGES AND AGREES THAT CLIENT IS SOLELY RESPONSIBLE TO DETERMINE WHETHER THE SERVICES SUFFICIENTLY MEET CLIENT’S REQUIREMENTS. CRM GROWDOES NOT WARRANT AGAINST ANY UNAUTHORIZED ACCESS TO OR HACKING OF CLIENT DATA OR MISTAKENLY GRANTED ACCESS BY CRM GROWOR THROUGH THE SERVICES.
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND SERVICES IS AT YOUR OWN RISK. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, THE SITE AND/OR SERVICES ARE AVAILABLE ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF NON-INFRINGEMENT, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY, OR IMPLIED WARRANTIES ARISING FROM COURSE OF PERFORMANCE OR COURSE OF CONDUCT AND WE DISCLAIM ANY WARRANTY REGARDING THE AVAILABILITY, ACCURACY OR CONTENT OF THE SITE, SERVICES, AND/OR INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH THE SITE AND/OR SERVICES, OR ANY ECONOMIC BENEFIT YOU MAY GAIN FROM USE OF THE SITE AND/OR SERVICES. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU. CRM GROWMAKES NO GUARANTEES, REPRESENTATIONS OR WARRANTIES AS TO THE LEVEL OF LEADS OR SIGN-UPS GENERATED THAT CLIENT CAN EXPECT BY ENTERING INTO THE AGREEMENT AND SUBSCRIBING TO THE SERVICES.
APPLICABLE LAW. The validity, interpretation, construction, and performance of the Agreement shall be governed by and construed in accordance with the internal substantive laws of the State of California, without giving effect to its principles of choice of law or conflicts of law thereunder. Subject to Section 27 of these Terms and Conditions, any action or proceeding not subject to arbitration pursuant to Section 27 seeking to enforce any provision of, or based on any right arising out of or related to the Agreement must be exclusively brought against either of the parties in the courts of the State of California located in the city of San Francisco or, if it has or can acquire jurisdiction, in the United States District Court located in the city of San Francisco, California, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on either party anywhere in the world. In the event it shall become necessary for either party to take action of any type whatsoever to enforce the terms of the Agreement, the prevailing party shall be entitled to recover all of its attorneys‟ fees, costs, and expenses, including all out of pocket expenses, incurred in connection with any such action, including any negotiations, mediation, arbitration, litigation, and appeals.
LIMITATION ON LIABILITY. CLIENT ACKNOWLEDGES AND AGREES THAT CRM GROWSHALL NOT BE LIABLE HEREUNDER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY LOSS OF USE, LOSS OF BUSINESS, OR LOSS OF PROFITOR REVENUE, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY SERVICES, REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), EVEN IF CRM GROW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. CRM GROW‟S TOTAL CUMULATIVE LIABILITY HEREUNDER, INCLUDING ALL AMOUNTS PAYABLE BY CRM GROWUNDER SECTIONS 7 AND 17, REGARDLESS OF THE FORM OF ACTION, WILL NOT EXCEED AN AMOUNT EQUAL TO ALL AMOUNTS ACTUALLY RECEIVED BY CRM GROWFROM CLIENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE INCURRENCE OF ANY SUCH LIABILITY. THE ESSENTIAL PURPOSE OF THIS PROVISION IS TO LIMIT THE POTENTIAL LIABILITY OF CRM GROWARISING OUT OF THE AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION 16 ARE REASONABLE AND ARE INTEGRAL TO THE AMOUNT OF CONSIDERATION LEVIED IN CONNECTION WITH CLIENT‟S USE OF THE SERVICES. CLIENT FURTHER SPECIFICALLY ACKNOWLEDGES THAT CRM GROWIS NOT LIABLE, AND CLIENT AGREES NOT TO SEEK TO HOLD CRM GROWLIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER ACCOUNT HOLDERS OR USERS OF THE SERVICES AND OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF THE SERVICES AND EXTERNAL SITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH CLIENT.
CONFIDENTIALITY. Each party hereto may have access to confidential, proprietary or trade secret information disclosed by the other party, including, without limitation, its ideas, trade secrets, procedures, methods, systems, and concepts, whether disclosed orally or in writing through any media (“Confidential Information”). CRM Grow‟s Confidential Information includes, without limitation, the CRM Grow Services, the software and information related thereto, and the underlying software, hardware, and other technology used by CRM Grow to provide the CRM Grow Services. Each party acknowledges that the Confidential Information of the other party contains valuable trade secrets and other proprietary information of such other party and remains the sole and exclusive property of such other party. Each party will restrict disclosure of Confidential Information of the other party to its officers, directors, employees, affiliates and agents with a need to know, will not disclose Confidential Information of the other party to any other party, in the case of Client, will not pass out login‟s to anyone for purposes of evaluating or examining the Services, and will otherwise protect Confidential Information of the other party as it protects its own proprietary information (but will in no case take less than reasonable measures). No information will be deemed “Confidential Information” of a party to the extent that the other party can show that it: (a) was in the public domain when communicated to such other party; (b) is communicated to such other party by another party free of any confidentiality obligation; or (c) was in such other party‟s possession free of any obligation of confidence when first communicated to such other party. Neither party will be in violation of this Section by making a disclosure in response to a valid order by a court or other governmental body, provided that, if permitted by law, such party provides the other party prompt notice of such impending disclosure to permit such other party to seek confidential treatment thereof. Any provision herein to the contrary notwithstanding, CRM Grow‟s total cumulative liability under this Section 17, regardless of the form of action, will not exceed an amount equal to all amounts actually received by CRM Grow from Client during the twelve (12) month period immediately preceding the any allegation by Client of disclosure of Confidential Information.
NON-COMPETE/NON-SOLICIT. Client agrees that during the term of the Agreement and for one year thereafter, Client will not develop, offer, sell or distribute a competing service to the CRM Grow Service, nor will it solicit, employ, offer to employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee of the Company at any time or in any manner induce or attempt to induce any employee of CRM Grow to terminate the employee‟s employment with CRM Grow. A competing service is defined as a service that seeks to acquire clients for the purpose of offering a customer relationship management () or campaign management software system. Notwithstanding anything to the contrary in this Section 18, Client shall be permitted to develop and utilize a service similar to the CRM Grow Service solely for use by Client in connection with its own marketing activities. Client understands that violation of this clause is grounds for immediate termination of the Agreement by CRM Grow with no liability on the part of CRM Grow and Client further understands that CRM Grow would be irreparably injured by a breach of the Agreement by Client and as such, CRM Grow may seek equitable relief to stop the violation and competing activity without proof of actual damages and without any need to secure or post any bond in connection therewith, in the event of any breach or threatened breach of the provisions of the Agreement, in addition to all other remedies available at law or in equity.
DUTY TO DISCLOSE CHANGE OF CONTROL. If Client‟s ownership changes whereby any entity acquires a majority ownership or other controlling interest in Client during the term of the Agreement, or Client otherwise undergoes a Change of Control, Client shall disclose to CRM Grow immediately the name of such entity.
HEADINGS AND REFERENCES. Headings of Sections are for the convenience of reference only. Words indicated in quotes and capitalized signify an abbreviation or defined term for indicated words or terms, including those definitions contained in the opening paragraph.
ENTIRE AGREEMENT. The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and all software related thereto and supersedes all prior agreements or understandings between the parties and their predecessors in interest with respect to such subject matter and all software related thereto.
SURVIVAL. The terms of Sections 4, 5, 6, 7, 9.c, 13.b-d, and 14 through 27 of these Terms and Conditions shall survive the termination or expiration of the Agreement.
CONTACT INFORMATION; NOTICES AND AMENDMENT REQUESTS. a. Client‟s contact information is as set forth in the Agreement. If during the term Client‟s contact information changes, Client shall deliver updated information to CRM Grow at firstname.lastname@example.org. All notices or other communications required or permitted to be given hereunder must be (as elected by the party giving such notice) (a) personally delivered at the address set forth on the signature page hereof, (b) transmitted by postage prepaid mail to the address set forth on the signature page hereof or (c) faxed to the party at fax number set forth on the signature page hereof. Except as otherwise specified herein, all notices and other communications will be deemed to have been given on (x) the date of receipt if delivered personally, (y) the date that is five (5) days after posting if transmitted by mail or (z) the date of confirmation receipt if faxed. A party may change its address for purposes of this Section by written notice to the other party in accordance with this Section. Client acknowledges that Client must provide CRM Growwith an email address (“Contact Email”) either through a feature in the Services or via email to CRM Grow at email@example.com where requests by Limelight to modify any part of Agreement can be sent. If CRM Grow sends Contact Email a request for Client to agree to be bound by an updated version of any part of Agreement and Client either did not provide Contact Email as required hereunder or respond to such request within thirty (30) days of such request or denies such request, then CRM Grow is permitted to terminate the Agreement without penalty.
RELATIONSHIP OF THE PARTIES. Nothing contained herein will be construed to create a partnership relationship between the parties or the relationship of employer and employee between the parties or between a party or any of such party‟s employees or agents and any of the other party‟s employees or agents. It is the express intent of the parties that no party is an employee of the other party for any purpose, but is an independent contractor for all purposes and in all situations. Each party and its directors, officers, employees and agents may not represent that they are employees of the other party, nor may they in any manner hold themselves out to be employees of the other party.
SEVERABILITY. If any provision of the Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such provision will, to such extent as it is determined to be invalid or unenforceable, be reformed without further action by the parties to the extent necessary to make the provision valid and enforceable and no other provision will be affected or impaired thereby.
COUNTERPARTS. These Terms and Conditions may be executed in separate counterparts (each of which is an original and all of which together will be deemed one and the same instrument) and will be fully effective as of the date executed copies are exchanged between the parties. Counterparts may be executed either in original, emailed (e.g. .PDF, DocuSign, etc.) or faxed form and the parties adopt any signatures received by email or a receiving fax machine as original signatures of the parties.
ARBITRATION. We believe that arbitration is a faster, more convenient and less expensive way to resolve any disputes or disagreements. Therefore, if there is any dispute or disagreement arising from or related to the Agreement, the Terms and Conditions, the Policies, your use of or interaction with the Site, the Services, or any data or information you may provide to CRM Grow or that it may gather in connection with such use, interaction or transaction (collectively, “CRM Grow Transactions or Relationships”), neither party will have the right to pursue a claim in court, or have a jury decide the claim, and you will not have the right to bring or participate in any class action or similar proceeding in court or in arbitration. By using or interacting with the Site or the Services, or engaging in any other CRM Grow Transactions or Relationships, you agree to binding arbitration as provided below. The arbitration required under the Agreement involves interstate commerce and shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as it may be amended or any successor statute and not by state law. We will make every reasonable effort to informally resolve any complaints, disputes, or disagreements that you may have with us. If those efforts fail, you agree that any complaint, dispute, or disagreement you may have against CRM Grow, and any claim that CRM Grow may have against you, arising out of, relating to, or connected in any way with any CRM Grow Transactions or Relationships shall be resolved exclusively by final and binding arbitration (“Arbitration”) administered by JAMS or its successor (“JAMS”) and conducted in accordance with the JAMS Streamlined Arbitration Rules And Procedures in effect at the time the Arbitration is initiated or, if the amount in controversy exceeds $100,000, in accordance with the JAMS Comprehensive Arbitration Rules And Procedures then in effect (respectively, the “Applicable Rules”). The Applicable Rules can be found at www.jamsadr.com. If JAMS is no longer in existence, the Arbitration shall be administered by the American Arbitration Association or its successor (the “AAA”) instead, and conducted in accordance with the AAA Commercial Arbitration Rules in effect at that time (which shall be the “Applicable Rules” in such circumstances). This Section 27 shall not prevent any party from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. You further agree that: